China Energy Engineering : CIRCULAR OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Energy Engineering Corporation Limited, you should at once hand this circular and the accompanying proxy form and the reply slip to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

CHINA ENERGY ENGINEERING CORPORATION LIMITED*

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3996)

WORK REPORT OF THE BOARD FOR THE YEAR 2020

WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

REMUNERATION PLAN FOR THE DIRECTORS FOR THE YEAR 2021 REMUNERATION PLAN FOR THE SUPERVISORS FOR THE YEAR 2021 STANDARDS ON REMUNERATION PAYMENT OF THE DIRECTORS FOR THE YEAR 2019

STANDARDS ON REMUNERATION PAYMENT OF THE SUPERVISORS FOR

THE YEAR 2019

FINAL FINANCIAL REPORT FOR THE YEAR 2020

PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

FINANCIAL BUDGET PROPOSAL FOR THE YEAR 2021

FINANCING EXTERNAL GUARANTEES PLAN FOR THE YEAR 2021

ENGAGEMENT OF AUDITORS FOR THE YEAR 2021

GENERAL MANDATE TO ISSUE DOMESTIC AND OVERSEAS DEBT

FINANCING INSTRUMENTS

GENERAL MANDATE TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

A notice of the AGM to be held at Room 2702, Building 1, No. 26A West Dawang Road, Chaoyang District, Beijing, the PRC on Tuesday, 8 June 2021, at 10:00 a.m. is set out on pages 22 to 24 of this circular.

A reply slip and a proxy form for use at the AGM are enclosed herewith and also published on both the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.ceec.net.cn). If you intend to appoint a proxy to attend the AGM, you are requested to complete, sign and return the enclosed proxy form in accordance with the instructions printed thereon by 10:00 a.m. on Monday, 7 June 2021. Completion, signing and return of the proxy form will not preclude you from attending and voting in person at the AGM. Shareholders who intend to attend the AGM in person or by proxy should complete, sign and return the reply slip in accordance with the instructions printed thereon on or before Friday, 4 June 2021.

7 May 2021

* For identification purpose only

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I Work Report of the Supervisory Committee for the Year 2020 . . . . . . . . . . . .	18
Notice of Annual General Meeting for the Year 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

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DEFINITIONS

Unless the context otherwise requires, the following expressions in this circular shall have the following meanings:

"AGM"	the annual general meeting for the year 2020 of the Company to
	be held at Room 2702, Building 1, No. 26A West Dawang
	Road, Chaoyang District, Beijing, the PRC on Tuesday, 8 June
	2021, at 10:00 a.m. and any adjournment thereof (as the case
	may be)
"Articles of Association"	the articles of association of the Company, as amended,
	modified or otherwise supplemented from time to time
"Board"	the board of directors of the Company
"Company"	China Energy Engineering Corporation Limited (中國能源建設
	股份有限公司), a joint stock company incorporated in the PRC
	with limited liability, whose H Shares are listed on the Hong
	Kong Stock Exchange (Stock Code: 3996)
"Debt Financing Instruments Issue"	the domestic and overseas issue of debt financing instruments
	by the Company or its subsidiaries in the amount of not more
	than RMB40 billion or its equivalent in other foreign currencies
	(including RMB40 billion, calculated based on the outstanding
	balance after issuance; the foreign currency equivalent shall be
	converted by using the middle exchange rate announced by the
	People's Bank of China on the date of issuance)
"Director(s)"	the director(s) of the Company
"Executive Director(s)"	the executive director(s) of the Company
"General Mandate"	the general mandate granted to the Directors to issue domestic
	Shares and/or H Shares (including but not limited to ordinary
	Shares, preference Shares, or other securities in compliance with
	applicable laws and regulations), representing up to the limit of
	20% of each of the total number of the domestic Shares and/or
	H Shares of the Company in issue as at the date of passing such
	resolution to grant the general mandate, and make corresponding
	amendments to the Articles of Association as they think fit
"H Share(s)"	the ordinary Share(s) of the Company, with a par value of
	RMB1.00 each, which are listed on the Hong Kong Stock
	Exchange and traded in Hong Kong dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC

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	DEFINITIONS
"Hong Kong Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
"PBOC"	the People's Bank of China (中國人民銀行)
"PRC"	the People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"SASAC"	State-owned Assets Supervision and Administration Commission
	of the State Council of the PRC（中華人民共和國國務院國有資
	產監督管理委員會）
"Shareholder(s)"	registered holder(s) of the Company's Share(s)
"Share(s)"	share(s) with a par value of RMB1.00 each in share capital of
	the Company
"Supervisor(s)"	the supervisor(s) of the Company
"Supervisory Committee"	the committee of supervisors of the Company
"%"	per cent

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LETTER FROM THE BOARD

CHINA ENERGY ENGINEERING CORPORATION LIMITED*

(A joint stock company incorporated in the People's Republic of China with limited liability)

	(Stock Code: 3996)
Executive Directors:	Registered office:
Mr. Song Hailiang (Chairman)	Room 01-2706,1-24/F, Building 1
Mr. Sun Hongshui (Vice Chairman)	No. 26A West Dawang Road
Mr. Ma Mingwei	Chaoyang District
	Beijing
Non-executive Directors:	PRC
Mr. Li Shulei
Mr. Liu Xueshi	Principal place of business in Hong Kong:
Mr. Si Xinbo	31/F, Tower Two, Times Square
	1 Matheson Street, Causeway Bay
Independent Non-executive Directors:	Hong Kong
Mr. Zhao Lixin
Mr. Cheng Niangao
Dr. Ngai Wai Fung
	7 May 2021
To the Shareholders
Dear Sir or Madam,

WORK REPORT OF THE BOARD FOR THE YEAR 2020

WORK REPORT OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2020

REMUNERATION PLAN FOR THE DIRECTORS FOR THE YEAR 2021 REMUNERATION PLAN FOR THE SUPERVISORS FOR THE YEAR 2021 STANDARDS ON REMUNERATION PAYMENT OF THE DIRECTORS FOR THE YEAR 2019

STANDARDS ON REMUNERATION PAYMENT OF THE SUPERVISORS FOR

THE YEAR 2019

FINAL FINANCIAL REPORT FOR THE YEAR 2020

PROFIT DISTRIBUTION PLAN FOR THE YEAR 2020

FINANCIAL BUDGET PROPOSAL FOR THE YEAR 2021

FINANCING EXTERNAL GUARANTEES PLAN FOR THE YEAR 2021

ENGAGEMENT OF AUDITORS FOR THE YEAR 2021

GENERAL MANDATE TO ISSUE DOMESTIC AND OVERSEAS DEBT

FINANCING INSTRUMENTS

GENERAL MANDATE TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2020

INTRODUCTION

The purpose of this circular is to give you a notice of the AGM, which is set out on pages 22 to 24 of this circular and to provide you with information reasonably necessary to enable you to make informed decision on voting for or against the resolutions to be proposed at the AGM as described below.

* For identification purpose only

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